UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On June 20, 2023, in accordance with the terms and conditions of the Stock Purchase Agreement, dated as of December 1, 2022, by and among ASSA ABLOY Inc. (“Assa”), ASSA ABLOY AB, the parent of Assa, solely for purposes of Section 13.20 thereunder, and Fortune Brands Innovations, Inc. (the “Company”) (as amended, supplemented or modified from time to time, the “Purchase Agreement” and, the transactions contemplated thereby, the “Transaction”), the Company completed its previously announced acquisition of the “Emtek” and “Schaub” premium and luxury door and cabinet hardware business and the United States and Canada “Yale” and “August” residential smart home locks business (collectively, the “Business”) from Assa and its affiliates, for $800 million in cash on a cash-free, debt-free basis, subject to customary adjustments.
For an initial period of 12 months, certain customary transition services will be provided by Assa to the Company on an interim basis in order to permit the Company to fully transition and integrate the Business.
In connection with the Transaction, Assa grants the Company a perpetual, non-exclusive license to use certain patents retained by Assa in the Business (except for certain patents held by Yale Security Inc., which are licensed exclusively). In addition, Assa grants the Company a perpetual, exclusive license to use the “Yale Access” control system software in the Business within the United States and Canada. With respect to certain patents covering smart lock technology acquired by the Company in the Transaction, the Company grants Assa a perpetual, non-exclusive license to use such patents in the commercial lock business worldwide.
The description of the Purchase Agreement and the Transaction in this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated December 2, 2022, which is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FORTUNE BRANDS INNOVATIONS, INC. | ||||||
| Date: June 23, 2023 | By: | /s/ Hiranda S. Donoghue | ||||
| Hiranda S. Donoghue Executive Vice President, Chief Legal Officer and Corporate Secretary | ||||||